ETS : Proposals for General Mandates to Issue and Repurchase Shares Re-election of Directors and Notice of Annual General Meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, or as to the action to be taken, you should consult your stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in ETS Group Limited (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, stockbroker or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

ETS GROUP LIMITED ׸ஷৃණྠϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8031)

PROPOSALS FOR

(I) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

(II) RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

Unless otherwise stated, capitalised terms used on this cover page shall have the same meanings as defined in this circular.

The notice convening the AGM of the Company to be held by way of electronic means (via ZOOM MEETING ONLY) on 6 May 2022 (Friday) at 10:00 a.m. is set out on pages 15 to 19 of this circular.

Whether or not you are able to attend the AGM, you are requested to complete, sign and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong or via the designated URL (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof should you so wish.

This circular will remain on the "Latest Listed Company Information" page of the GEM website atwww.hkgem.comfor at least 7 days from the date of its posting and on the website of the Company atwww.etsgroup.com.hk.

Hong Kong, 31 March 2022

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

APPENDIX II - PARTICULARS OF THE RETIRING DIRECTORS

NOTICE OF AGM .....................................................

CONTENTS
Page
DEFINITIONS ........................................................	1
LETTER FROM THE BOARD
Introduction ......................................................	4
Proposed Grant of Issue Mandate,
Repurchase Mandate and Extension Mandate .........................	5
Proposed Re-election of the Retiring Directors ..........................	5
AGM ............................................................	6
Voting by Poll ....................................................	7
Responsibility Statement ............................................	7
Recommendation ..................................................	8
General ..........................................................	8
Miscellaneous .....................................................	8
9
13
15

APPENDIX I - EXPLANATORY STATEMENT ON THE

REPURCHASE MANDATE .........................

PROPOSED FOR RE-ELECTION AT THE AGM ......

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"AGM"

the annual general meeting of the Company to be convened and held by way of electronic means (via ZOOM MEETING ONLY) on 6 May 2022 (Friday) at 10:00 a.m. or any adjournment thereof, a notice of which is set out on pages 15 to 19 of this circular

"Articles of Association"

"Board"

the articles of association of the Company the board of Directors

"Business Day"

"close associates"

a day (excluding a Saturday, Sunday, public holiday and any day on which a tropical cyclone warning signal no. 8 or above is hoisted or remains hoisted between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon or on which a "black" rainstorm warning signal is hoisted or remains in effect between 9:00 a.m. and 12:00 noon and is not discontinued at or before 12:00 noon) on which licensed banks in Hong Kong are open for business throughout their normal business hours has the meaning ascribed thereto under the GEM Listing Rules

"Companies Law"

the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

"Company"

ETS Group Limited, a company incorporated under the laws of the Cayman Islands with limited liability with its issued Shares listed on GEM

"Director(s)"

director(s) of the Company

"Extension Mandate"

a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the Issue Mandate during the relevant period

"GEM"

GEM of the Stock Exchange

"GEM Listing Committee"

has the meaning ascribed thereto under the GEM Listing Rules

"GEM Listing Rules"

the Rules Governing the Listing of Securities on GEM, as amended, modified or otherwise supplemented from time to time

"Group"

the Company and its subsidiaries from time to time

"HK$"

"Hong Kong"

"Issue Mandate"

Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC a general and unconditional mandate proposed to be granted to the Directors during the relevant period to exercise the power of the Company to allot, issue or otherwise deal with Shares with the aggregate number not exceeding 20% of the number of the shares of the Company in issue as at the date of passing the relevant resolution at the AGM

"Latest Practicable Date"

23 March 2022, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

"PRC"

the People's Republic of China which shall, for the purpose of this circular, exclude Hong Kong, the Macau Special Administrative Region and Taiwan

"Repurchase Mandate"

a general and unconditional mandate proposed to be granted to the Directors to enable them during the relevant period to repurchase Shares with the aggregate number not exceeding 10% of the number of the shares of the Company in issue as at the date of passing the relevant resolution at the AGM

"Retiring Directors"

the Directors who shall retire at the AGM and, being eligible, offer themselves for re-election at the AGM in accordance with the Articles of Association

"SFO"

the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

"Share(s)"

ordinary share(s) of HK$0.01 each in the share capital of the Company